Dilip Shanghvi, Chairman and Managing Director of Sun, said, "Taro is
not entitled to terminate the merger as per our agreement. We remain
skeptical of Taro's turnaround. Taro has only $47 million in cash as of
March 31, 2008. This means that, if not for Sun's cash injections of
approximately $60 million last year, Taro would have virtually negative
cash -- hardly the "dramatic" improvement of which Taro has boasted. While
Sun has made every effort to fulfill its obligations under the Merger
Agreement, Taro has failed to honor its side of the bargain and take all
necessary action to consummate the merger. Further, Taro has ignored our
attempts to discuss, and put forward to Taro's shareholders, an increase in
the merger consideration in order to complete the transaction."

While Mr. Shanghvi notes that in light of Taro's actions, Sun will now
consider all of its options, he said, "We continue to believe that a merger
with Sun at $10.25 per share that we have offered to recommend to Sun's
board is in the best interests of all Taro shareholders."

The full text of Sun Pharma's letter to Barrie Levitt, M.D., appears
below:

17/B, Mahal Industrial Estate,

Mahakali Caves Road,

Andheri (East), Mumbai 400 093 India

Tel.: (91-22) 6645 5645

Fax.: (91-22) 6645 5685

May 29, 2008

Barrie Levitt, M.D.

Chairman of the Board of Directors

Taro Pharmaceutical Industries Ltd.

14 Hakitor Street

Haifa Bay 26110, Israel

Taro Pharmaceutical Industries Ltd.

Italy House, Euro Park

Yakum 60972, Israel

Dear Barrie:

I received your letter dated May 28, 2008, as well as the letter of the
same date from Taro Pharmaceutical Industries Ltd. ("Taro") notifying our
affiliates, Alkaloida Chemical Company Exclusive Group Ltd. and Aditya
Acquisition Company Ltd., that Taro has purported to terminate the
Agreement of Merger, dated as of May 18, 2007 (the "Merger Agreement"),
among Taro, Alkaloida Chemical Company Exclusive Group Ltd. and Aditya
Acquisition Company Ltd. pursuant to Section 8.1(b) thereof.

First of all let me state that Taro is not entitled to terminate the
merger under the Merger Agreement. I am very disappointed that you have
chosen to take this public step without engaging in any meaningful
discussions with Sun Pharmaceutical Industries Ltd. and/or its associates
("Sun"). During my meeting with Taro's Board on May 14th, arranged
specifically to discuss the merger, you prevented the directors from
engaging in any meaningful discussion with me, asking them to remain in
"listen-only" mode during the course of the meeting.

Without Sun's equity contributions totaling approximately $60 million,
Taro would be unable to boast of survival, much less a purported financial
and operational "turnaround." Without our investment, Taro would not have
been able to meet the bond payment due within days of our first investment.
Further, the only reason Taro has been able to keep its lenders at bay is
with Sun's contractual commitments to repay all disclosed indebtedness as
part of the merger transactions. In fact, Taro continues to generate very
little free cash flow. Taro's press release yesterday noted that Taro has
only $47 million in cash as of March 31, 2008. This means that, if not for
Sun's cash injections last year of about $60 million, Taro would have
virtually negative cash -- hardly the "dramatic" improvement of which Taro
has boasted.

Sun invested in Taro, at the request of the Taro Board. The Merger
Transaction between Sun and Taro followed a thorough auction process
conducted by Taro, was fully negotiated, and Taro's Board of Directors
concluded that it represented the best alternative available to Taro and
its shareholders. Even after Sun agreed to release Taro from its
non-solicitation obligations under the Merger Agreement, not one buyer has
stepped forward with a competing offer.

While Sun has made every effort to fulfill its obligations under the
Merger Agreement, Taro has failed to honor its side of the bargain and take
all necessary action to consummate the merger, including, among other
things, to hold shareholders' meetings to approve the merger in a timely
manner. Instead of engaging in discussions with us to resolve this impasse,
Taro has ignored our attempts to discuss and put forward to Taro's
shareholders an increase in the merger consideration in order to complete
the transaction. Instead of providing shareholders with an accurate
description of its dealings with Sun and giving them the opportunity to
vote on the transaction, Taro has chosen to mischaracterize a number of
matters leading up to its unilateral termination of the Merger Agreement,
including:

-- Sun has not made an offer to purchase Taro at $10.25 per share. We

reached out to the Taro Board with a proposal to recommend to Sun's

Board of Directors a potential merger at $10.25 per share. We took

this step in order to engage in a meaningful discussion with the Taro

Board in order to consummate the transaction negotiated and agreed to,

way back in May 2007. Any offer at $10.25 per share was subject to the

approval of Sun's Board.

-- You have chosen to describe our purchase in February this year of Taro

shares at $10.25 per share from Brandes Investment Partners, L.P.

("Brandes") as a "minority interest" purchase. This is completely

contrary to your position at the time. Brandes' shares were sold in a

blind auction. You encouraged Sun to bid aggressively in the auction

on the basis that Brandes' shares represented a "control block" or, in

to meet with Taro's financial advisors because it was clear to us that

Taro had no intention of engaging in a meaningful discussion about an

appropriate increase in the merger consideration. I personally

reorganized my schedule at short notice to meet with the Taro Board in

New York on May 14th and, at the meeting, Board members were prohibited

from asking questions or engaging in any discussion.

-- I find surprising the claim in your press release that "Taro's efforts

over several months to negotiate a revised merger agreement ... had

been rejected by Sun". Sun first proposed recommending to its Board an

increase in the merger consideration on the weekend immediately

following its acquisition of the Brandes' stake and thereafter sent you

a draft revised merger agreement. Only after an extended period of

foot dragging, did you finally respond with a request that we increase

our price, but you never made a specific counter-proposal. In fact,

the closest we ever came to engaging in a substantive discussion on

price and the other terms of our proposal was at the Taro Board meeting

on May 14th at which I made a presentation but you prevented the

directors in engaging in any meaningful discussion with me, asking them

to remain in listen only mode during my meeting.

-- Our proposal to increase the merger consideration to $10.25 per share

was not conditioned on removing the one-third disinterested minority

vote requirement under Israeli law. You may recall that your own proxy

statement, which you refer to in your letter to me, specifically states

that Taro only included the one-third disinterested vote requirement

"out of an excess of caution." Based on your disclosure, our advisers

had discussed in the past whether such a vote was actually necessary,

but we had not reached any substantive agreement with you on this

point. As a matter of fact one of your own legal advisors had suggested

that at right price Taro would be prepared to remove it as a condition

to merger. If instead of prohibiting your directors from discussions

with me, you had in fact enquired as to our position on the one-third

disinterested minority vote at the Board meeting on May 14th, you would

have learned that our $10.25 proposal was not conditioned on its

removal.

-- Your claim that several third parties have expressed interest in

pursuing alternative transactions with Taro and that the existence of

the Merger Agreement and the lack of audited financial statements have

inhibited discussions with third parties is misleading. Sun agreed to

remove the non-solicitation provision from the Merger Agreement almost

10 months ago. Since that time, to our knowledge, no credible offers

for the entire company have surfaced and we note in this regard that

Taro is required to advise Sun of any and all indications of interest

that Taro receives. We also note that in those 10 months, Taro has

still not produced audited financials for 2006 and 2007 and there is

still no indication from Taro as to when it will do so. Not only does

Taro continue to be in breach of its reporting requirements, but any

"impediment" this may have imposed to obtaining a superior offer is

purely of Taro's own creation. Again, we note that Sun has

consistently been willing to complete the merger without audited

financial statements, a highly unusual concession rarely made by a

buyer in a corporate acquisition.

In light of Taro's actions, Sun will now consider all of its options,
including without limitation commencing legal proceedings as to Taro's
right to terminate the Merger Agreement. In addition, if we elect to
exercise our rights under the Option Letter Agreement, rest assured that we
will comply with the terms thereof and all applicable laws. This letter
should not be treated as a complete statement of all our claims, rights and
positions, all of which are hereby expressly reserved.

As Taro's largest shareholder, we welcome the commitment of the Taro
Board to build Taro and enhance its profitability for all of the company's
constituents. Notwithstanding the options discussed above, we continue to
believe that a merger with Sun at $10.25 per share that we have offered to
recommend to Sun's board is in the best interests of all Taro shareholders.
I remain available to discuss a negotiated transaction with you at any
time.

Very truly yours,

Dilip S. Shanghvi

Chairman & Managing Director

About Sun Pharmaceutical Industries Ltd.

Established in 1983, listed since 1994 and headquartered in India, Sun
Pharmaceutical Industries Ltd. (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE:
SUNPHARMA, BSE: 524715) is an international, integrated, speciality
pharmaceutical company. It manufactures and markets a large basket of
pharmaceutical formulations as branded generics as well as generics in
India, US and several other markets across the world. In India, the company
is a leader in niche therapy areas of psychiatry, neurology, cardiology,
diabetology, gastroenterology, and orthopedics. The company has strong
skills in product development, process chemistry, and manufacturing of
complex API, as well as dosage forms. More information about the company
can be found at http://www.sunpharma.com.

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